UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2020
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Periphas Capital Partnering Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-39784
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85-3046972
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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667 Madison Avenue, 15th Floor
New York, New York
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10065
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (646)
876-6351
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class:
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Trading
Symbol:
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Name of Each Exchange
on Which Registered:
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CAPSTM, each consisting of one share of Class A common stock and one-fourth of one redeemable
warrant
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PCPC.U
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The New York Stock Exchange
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Class A common stock, par value $0.0001 per share
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PCPC
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The New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $28.75 per share
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PCPC WS
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The New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes ☐ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See definition of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☒ No ☐
As of June 30, 2020, the last business day of the
registrants most recently completed second fiscal quarter, the registrants securities were not publicly traded. The registrants units began trading on The New York Stock Exchange (NYSE) on December 10, 2020 and the
registrants shares of Class A Common Stock, par value $0.0001 (the Class A Common Stock) and warrants began separate trading on the NYSE on February 1, 2021 The aggregate market value of the Class A Common Stock
outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the shares of Class A Common Stock on December 31, 2020, as reported on the NYSE, was
$432,381,600.00 (based on the closing sales price of the CAPSTM on December 31, 2020 of $26.11).
As of March 23, 2021, 16,805,600 shares of Class A Common Stock, par value $0.0001, 120,000 shares of Class B Common Stock, par value $0.0001,
and 828,000 shares of Class F Common Stock, par value $0.0001, were issued and outstanding.
Documents Incorporated by Reference: None.